UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-39877

890 5th Avenue Partners, Inc.

(Exact name of registrant as specified in its charter)


Delaware		85-3022075
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

14 Elm Place, Suite 206

Rye, NY

10580

(Address of principal executive offices)

(Zip Code)

(575) 914-6575

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class:	Trading Symbol(s)	Name of Each Exchange on Which Registered:
Shares of Class A Common Stock, par value $0.0001 per share	ENFA	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share	ENFAW	The Nasdaq Stock Market LLC
Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant	ENFAU	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	◻	Accelerated filer	◻
Non-accelerated filer	⌧	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ◻

As of August 13, 2021, 29,527,500 shares of Class A common stock, par value $0.0001 per share, and 7,187,500 shares of Class F common stock, par value $0.0001 per share, were issued and outstanding, respectively.


		Page
PART I . FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements	1

	Condensed Consolidated Balance Sheets as of June 30, 2021 (Unaudited) and December 31, 2020	1

	Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2021	2

	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2021	3

	Unaudited Condensed Consolidated Statement of Cash Flows for the Six Months Ended June 30, 2021	4

	Notes to Unaudited Condensed Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28

Item 4.	Controls and Procedures	28

PART II . OTHER INFORMATION

Item 1	Legal Proceedings	29

Item 1A	Risk Factors	29

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	30

Item 3	Defaults Upon Senior Securities	31

Item 4	Mine Safety Disclosures	31

Item 5	Other Information	31

Item 6.	Exhibits	32


	June 30, 2021		December 31, 2020
	(Unaudited)
Assets:
Current assets:
Cash	$	498,421	$	201,781
Prepaid expenses		683,855		6,815
Total current assets		1,182,276		208,596
Investments held in Trust Account		287,507,970		—
Deferred offering costs associated with the initial public offering		—		338,798
Total Assets	$	288,690,246	$	547,394

Liabilities and Stockholder’s Equity:
Current liabilities:
Accounts payable	$	1,062,446	$	120,269
Accrued expenses		573,000		99,931
Franchise tax payable		99,178		450
Advances from related party		—		13,050
Note payable		—		300,000
Total current liabilities		1,734,624		533,700
Warrant liabilities		12,324,034		—
Total Liabilities		14,058,658		533,700

Commitments and Contingencies (Note 5)

Class A common stock, $0.0001 par value; 26,963,158 and 0 shares subject to possible redemption at $10.00 per share as of June 30, 2021 and December 31, 2020, respectively		269,631,580		—

Stockholder’s Equity:
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding as of June 30, 2021 and December 31, 2020		—		—
Class A common stock, $0.0001 par value; 500,000,000 shares authorized; 2,564,342 shares issued and outstanding (excluding 26,963,158 shares subject to possible redemption) as of June 30, 2021		256		—
Class F common stock, $0.0001 par value; 25,000,000 shares authorized; 7,187,500 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively (1)		719		719
Additional paid-in capital		8,270,788		24,281
Accumulated deficit		(3,271,755)		(11,306)
Total stockholder’s equity		5,000,008		13,694
Total Liabilities and Stockholder’s Equity	$	288,690,246	$	547,394


	For the Three Months Ended		For the Six Months Ended
	June 30, 2021		June 30, 2021
Operating expenses
General and administrative expenses	$	627,933	$	1,901,116
Administrative fee - related party		60,000		120,000
Franchise tax expense		49,863		99,178
Loss from operations		(737,796)		(2,120,294)
Change in fair value of warrant liabilities		(3,568,017)		(916,559)
Offering costs associated with issuance of public and private warrants		—		(231,566)
Unrealized gain from investments held in Trust Account		4,369		7,970
Net loss	$	(4,301,444)	$	(3,260,449)

Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted		27,388,576		27,332,731

Basic and diluted net income per share, Class A common stock subject to possible redemption	$	—	$	—

Weighted average shares outstanding of non-redeemable common stock, basic and diluted		9,326,424		9,157,299

Basic and diluted net loss per share, non-redeemable common stock	$	(0.46)	$	(0.36)


	Common Stock										Total
	Class A			Class F			Additional Paid-In		Accumulated		Stockholder’s
	Shares	Amount		Shares (1)	Amount		Capital		Deficit		Equity
Balance — December 31, 2020	—	$	—	7,187,500	$	719	$	24,281	$	(11,306)	$	13,694
Sale of units in initial public offering, less derivative liabilities for public warrants	28,750,000		2,875	—		—		276,380,459		—		276,383,334
Offering costs	—		—	—		—		(5,989,182)		—		(5,989,182)
Sale of units in private placement, less derivative liabilities for private placement warrants	777,500		77	—		—		7,484,114		—		7,484,191
Class A common stock subject to possible redemption	(27,393,303)		(2,739)	—		—		(273,930,291)		—		(273,933,030)
Net income	—		—	—		—		—		1,040,995		1,040,995
Balance — March 31, 2021 (unaudited)	2,134,197		213	7,187,500		719		3,969,381		1,029,689		5,000,002
Class A common stock subject to possible redemption	430,145		43	—		—		4,301,407		—		4,301,450
Net income	—		—	—		—		—		(4,301,444)		(4,301,444)
Balance — June 30, 2021 (unaudited)	2,564,342	$	256	7,187,500	$	719	$	8,270,788	$	(3,271,755)	$	5,000,008


	For the Six Months Ended
	June 30, 2021
Cash Flows from Operating Activities:
Net loss	$	(3,260,449)
Adjustments to reconcile net loss to net cash used in operating activities:
Unrealized gain from investments held in Trust Account		(7,970)
Offering costs associated with issuance of public and private warrants		231,566
Change in fair value of warrant liabilities		916,559
Changes in operating assets and liabilities:
Prepaid expenses		(677,040)
Accounts payable		942,177
Accrued expenses		423,269
Franchise tax payable		98,728
Net cash used in operating activities		(1,333,160)

Cash Flows from Investing Activities
Cash deposited in Trust Account		(287,500,000)
Net cash used in investing activities		(287,500,000)

Cash Flows from Financing Activities:
Proceeds received from initial public offering, gross		287,500,000
Proceeds received from private placement		7,775,000
Advances from related party		20,125
Repayment of advances from related party		(33,175)
Repayment of note payable to related party		(300,000)
Payment of offering costs		(5,832,150)
Net cash provided by financing activities		289,129,800

Net increase in cash		296,640

Cash - beginning of the period		201,781
Cash - end of the period	$	498,421

Supplemental disclosure of noncash activities:
Offering costs included in accrued expenses	$	70,000
Initial value of Class A common stock subject to possible redemption	$	272,650,670
Change in value of Class A common stock subject to possible redemption	$	(3,019,090)


	Fair Value Measured as of June 30, 2021
	Level 1		Level 2		Level 3		Total
Assets
Investments held in Trust Account - U.S. Treasury securities	$	287,507,970	$	—	$	—	$	287,507,970
Liabilities:
Warrant liabilities - public warrants	$	11,979,167	$	—	$	—	$	11,979,167
Warrant liabilities - private warrants	$	—	$	—	$	344,867	$	344,867


Warrant liabilities at January 1, 2021	$	—
Issuance of public and private warrants		11,407,475
Public warrants transfer to Level 1		(11,116,667)
Change in fair value of warrant liabilities		(63,958)
Warrant liabilities at March 31, 2021		226,850
Change in fair value of warrant liabilities		118,017
Warrant liabilities at June 30, 2021	$	344,867


	June 30, 2021		March 31, 2021		January 14, 2021
Exercise price	$	11.50	$	11.50	$	11.50
Stock Price	$	9.86	$	9.69	$	10.00

SEC Form 10-Q filed by 890 5th Avenue Partners Inc.